Data Processing Addendum

1. DEFINITIONS
   1. “Affiliate” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party. As used herein, “control” means the power to direct the management or affairs of an entity and the beneficial ownership of fifty percent (50%) or more of the voting equity securities or other equivalent voting interests of an entity.
   2. “Applicable Law(s)” means all US, UK, and EU laws, regulations, and other legal or regulatory requirements relating to privacy, data protection/security, or the Processing of Personal Data applicable to SarotecK's performance of its services under the Agreement, including without limitation the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. (“CCPA”) as amended by the California Privacy Rights Act of 2020 (“CPRA”), including any implementing regulations, the United Kingdom Data Protection Act 2018, and the General Data Protection Regulation (Regulation (EU) 2016/679) (“GDPR”).
   3. “User Contact Data” means the User’s contact information.
   4. “User Personal Data” means User Data, as defined in the Agreement, consisting of Personal Data, except for User Contact Data.
   5. “EEA” means, for purposes of this DPA, the European Economic Area (which is composed of the member states of the European Union), Norway, Iceland, Liechtenstein, and Switzerland.
   6. “EU SCCs” means the Standard Contractual Clauses issued pursuant to the EU Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on Standard Contractual Clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council, available at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj and completed as described in Section 9.
   7. “Personal Data Breach” means the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of or access to User Personal Data.
   8. “Personal Data” includes “personal data,” “personal information,” and “personally identifiable information,” each as defined by Applicable Law.
   9. “Process” and “Processing” mean any operation or set of operations performed on Personal Data, or on sets of Personal Data, whether or not by automated means, such as collecting, recording, organizing, creating, structuring, storing, adapting or altering, retrieving, consulting, using, disclosing (by transmission, dissemination or otherwise making such data available), aligning or combining, restricting, erasing, or destroying such Personal Data.
   10. “Standard Contractual Clauses” means the EU SCCs or the UK SCCs, as applicable.
   11. “UK SCCs” means the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses, available as of the Effective Date at https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-data-transfer-agreement-and-guidance/ and completed as described in Section 9.
2. RELATIONSHIP OF THE PARTIES

   User is the Controller as defined under Applicable Laws, and User determines the means and purposes for which User Personal Data is Processed by SarotecK. To the extent SarotecK Processes User Personal Data subject to Applicable Laws, SarotecK is a Processor and Service Provider as defined under Applicable Laws, and SarotecK will Process the User Personal Data according to the instructions set forth in this DPA, the Agreement, and as required under Applicable Laws. User and SarotecK are independent Controllers, as defined under Applicable Laws, with respect to User Contact Data. Either Party may Process User Contact Data as necessary for the purpose of (i) carrying out its obligations under the Agreement, (ii) applicable legal or regulatory requirements, (iii) requests and communications with the other Party, (iv) administrative, business, and marketing purposes, and (v) to protect its respective rights in accordance with applicable law and, in the case of SarotecK, maintaining the security and integrity of the Services.

   SarotecK hereby certifies that it understands the restrictions and obligations set forth in this DPA in relation to its role as a Processor and Service Provider, and that it will comply with them.

3. USER’S INSTRUCTIONS TO SarotecK
   1. Purpose Limitation. SarotecK will not
      • sell or share (as defined by CCPA) User Personal Data,
      • Process User Personal Data for any purpose other than for the specific purposes set forth in the Agreement,
      • retain, use, or disclose any such data outside of the direct business relationship between the Parties,
      • combine any User Personal Data with personal information that it receives from, or on behalf of, another person or persons, or collects from its own interaction with a consumer, except as otherwise permitted by Applicable Law,
      • otherwise engage in any Processing of User Personal Data beyond that in which a Processor may engage under the Applicable Law or in which a Service Provider may engage under the Applicable Law, unless obligated to do otherwise by Applicable Law. In such a case, SarotecK will inform User of the applicable legal obligation before engaging in the Processing, unless legally prohibited from doing so.

      Further details regarding SarotecK's Processing operations are set forth in Schedule 1. To the extent User discloses or makes available deidentified data (as such term is defined under Applicable Law) within the User Data to SarotecK, SarotecK shall not attempt to re-identify such data.

   2. Lawful Instructions. User will not instruct SarotecK to Process User Personal Data in violation of Applicable Law. SarotecK will without undue delay inform User if, in SarotecK's opinion, an instruction from User infringes Applicable Law. The Agreement, including this DPA, constitutes User’s complete and final instructions to SarotecK regarding the Processing of User Personal Data, including for purposes of the Standard Contractual Clauses. User shall also have the right to take reasonable and appropriate steps to stop or remediate any unauthorized Processing of User Personal Data by SarotecK.
4. LIMITATIONS ON DISCLOSURE

   SarotecK will not disclose User Personal Data to any third party without first obtaining User’s written consent, except as provided in Section 5, Section 7 or Section 9, or as required by law. SarotecK will require all employees, contractors, and agents who Process User Personal Data on SarotecK's behalf to protect the confidentiality of the User Personal Data and to comply with the other relevant requirements of this DPA.

5. SUBCONTRACTING
   1. Sub-Processors. SarotecK may subcontract the collection or other Processing of User Personal Data only in compliance with Applicable Law and any additional conditions for subcontracting set forth in the Agreement. User acknowledges and agrees that SarotecK's Affiliates and certain third parties may be retained as sub-processors to Process User Personal Data on SarotecK's behalf (under this DPA as well as under the Standard Contractual Clauses, if they apply) in order to provide the Services.

      Prior to a sub-processor’s Processing of User Personal Data, SarotecK will impose contractual obligations on the sub-processor substantially the same as those imposed on SarotecK under this DPA to the extent applicable to the nature of the services provided by such sub-processor. SarotecK remains liable for its sub-processors’ performance under this DPA to the same extent SarotecK is liable for its own performance.

   2. Notification. SarotecK will provide Users with at least ten (10) days’ written notice of new sub-processors before authorizing such sub-processor(s) to Process User Personal Data in connection with the provision of the Services. SarotecK will notify User at the email address provided in the signature block of this DPA for purposes of this notification. The sub-processor agreements to be provided under Section 5(j) of the EU SCCs may have all commercial information, or provisions unrelated to the EU SCCs, redacted prior to sharing with User, and User agrees that such copies will be provided only upon written request.
   3. Right to Object. User may object to SarotecK's use of a new sub-processor on reasonable grounds relating to the protection of User Personal Data by notifying SarotecK promptly in writing at support@chickenhook.de with “Notice” in the subject line, within ten (10) business days after receipt of SarotecK's notice. In its notification, User will explain its reasonable grounds for objection. In the event User objects to a new sub-processor, SarotecK will use commercially reasonable efforts to make available to User a change in the Services or recommend a commercially reasonable change to User’s configuration or use of the Services to avoid Processing of User Personal Data by the objected-to new sub-processor without unreasonably burdening User. If SarotecK is unable to make available such change within a reasonable period of time, which will not exceed thirty (30) days, either Party may terminate without penalty the Processing of User Personal Data and/or the Agreement with respect only to those services which cannot be provided by SarotecK without the use of the objected-to new sub-processor by providing written notice to the other Party.
6. ASSISTANCE AND COOPERATION
   1. Security. SarotecK will provide reasonable assistance to User regarding User’s compliance with its security obligations under Applicable Law relevant to SarotecK's role in Processing User Personal Data, taking into account the nature of Processing and the information available to SarotecK, by implementing the technical and organizational measures set forth in Schedule 2, without prejudice to SarotecK's right to make future replacements or updates to the measures that do not materially lower the level of protection of User Personal Data. SarotecK will ensure that the persons SarotecK authorized to Process the User Personal Data are subject to written confidentiality agreements or are under an appropriate statutory obligation of confidentiality no less protective than the confidentiality obligations set forth in the Agreement.
   2. Personal Data Breach Notification & Response. SarotecK will comply with the Personal Data Breach-related obligations directly applicable to it under Applicable Law. Taking into account the nature of Processing and the information available to SarotecK, SarotecK will inform User of a substantiated Personal Data Breach without undue delay or within the time period required under Applicable Law, and in any event no later than seventy-two (72) hours following such substantiation. SarotecK will notify User at the email address provided in the signature block of this DPA for purposes of Personal Data Breach notifications. Any such notification is not an acknowledgement of fault or responsibility. This notification will include SarotecK's then-current assessment of the following information, to the extent available, which may be based on incomplete information:
      • the nature of the Personal Data Breach, including, where possible, the categories and approximate number of data subjects concerned and the categories and approximate number of User Personal Data records concerned;
      • the likely consequences of the Personal Data Breach; and
      • measures taken or proposed to be taken by SarotecK to address the Personal Data Breach, including, where applicable, measures to mitigate its possible adverse effects.

      SarotecK will provide timely and periodic updates to User as additional information regarding the Personal Data Breach becomes available. User is solely responsible for complying with legal requirements for incident notification applicable to User and fulfilling any third-party notification obligations related to any Personal Data Breach. Nothing in this DPA or in the Standard Contractual Clauses will be construed to require SarotecK to violate, or delay compliance with, any legal obligation it may have with respect to a Personal Data Breach or other security incidents generally.

7. DATA SUBJECT REQUESTS

   To the extent legally permitted, SarotecK will without undue delay notify User if SarotecK receives any request from an individual seeking to exercise any right afforded to them under Applicable Law regarding their Personal Data (a “Data Subject Request”). To the extent User, in its use of the Services, does not have the ability to address a Data Subject Request, SarotecK will, upon User’s request, take commercially reasonable efforts to assist User in responding to such Data Subject Request, to the extent SarotecK is legally permitted to do so and the response to such Data Subject Request is required under Applicable Law.

8. DPIAS AND CONSULTATION WITH AUTHORITIES

   Upon User’s written request, SarotecK will provide User with reasonable cooperation and assistance as needed and appropriate to fulfill User’s obligations under Applicable Law to carry out a data protection impact assessment related to User’s use of the Services. SarotecK will provide reasonable assistance to User in the cooperation or prior consultation with the Supervisory Authority (as defined under the GDPR) in the performance of its tasks relating to the data protection impact assessment, and to the extent required under the Applicable Law.

9. INTERNATIONAL DATA TRANSFERS

   User authorizes SarotecK and its sub-processors to make international transfers of the User Personal Data in accordance with this DPA so long as Applicable Law for such transfers is respected.

   With respect to User Personal Data transferred from the EEA, the EU SCCs will apply and form part of this DPA, unless the European Commission issues updates to the EU SCCs, in which case the updated EU SCCs will control. (Detailed specifics regarding EU SCCs, UK SCCs, and transfers from Switzerland follow in the original text. Please refer to the original text for all enumerated sub-sections, selections of Modules 2 and 3, references to law of Ireland/Germany/Switzerland, etc.)

   By entering into this DPA, the Parties are deemed to be signing the Standard Contractual Clauses. (Complete details provided in the original text.)

10. AUDITS

    SarotecK will allow for and contribute to audits, including inspections, conducted by User or another auditor mandated by User subject to the following conditions: so long as the Agreement remains in effect, User may request that SarotecK provide it with SarotecK's most recent information security reports (“Records”) no more than once annually relating to SarotecK's compliance with this DPA (an “Audit”). To the extent User uses a third-party representative at User’s sole expense to conduct the Audit, User will ensure that such third-party representative is bound by obligations of confidentiality no less protective than those contained in the Agreement. User will provide SarotecK with ninety (90) business days prior written notice of its intention to conduct an Audit. User will conduct the Audit in a manner that will result in minimal disruption to SarotecK's business operations and such Audit will take no longer than two (2) business days. Further, User will not be entitled to receive data or information of other Users of SarotecK or any other Confidential Information of SarotecK that is not directly relevant for the authorized purposes of the Audit.

11. LEGAL PROCESS

    If SarotecK is legally compelled by a court or other government authority to disclose User Personal Data, then to the extent permitted by law, SarotecK will promptly provide User with sufficient notice of all available details of the legal requirement and reasonably cooperate with User’s efforts to challenge the disclosure, seek an appropriate protective order, or pursue such other legal action, as SarotecK deems appropriate.

12. DESTRUCTION OF PERSONAL DATA

    Upon termination of the Agreement and written request from User, SarotecK will delete or anonymize User Personal Data, unless prohibited by Applicable Law. Notwithstanding the foregoing, nothing will oblige SarotecK to delete or anonymize User Personal Data from files created for security, backup and business continuity purposes sooner than required by SarotecK's data retention processes. Any User Personal Data that may be retained beyond the duration of the Agreement will still be protected in accordance with this DPA and SarotecK shall not process such User Personal Data except as strictly permitted under Applicable Law.

13. APPLICABILITY AND ORDER OF PRECEDENCE

    This DPA replaces any existing data processing addendum the Parties may have previously entered into in connection with the Agreement. In the event of a conflict between the terms of the Agreement and this DPA, the terms of the DPA will apply. In the event of a conflict between this DPA and the applicable Standard Contractual Clauses, the Standard Contractual Clauses will apply.

Annexes I and II of the SCCs

List of Parties / Module Two: Transfer Controller to Processor / Module Three: Transfer Processor to Processor

Data exporter(s):
Name: The exporter is the User specified in the Agreement.
Address: specified in the Agreement.
Contact person’s name, position and contact details: specified in the Agreement.
Activities relevant to the data transferred under these Sections: Obtaining the Services from data importer.
Role (Controller/Processor): Controller

Data importer(s):
Name: SarotecK, Sascha Roth of Andreasstraße 20, 67547 Worms, Germany;
Address: specified in the Agreement.
Contact person’s name, position and contact details: specified in the Agreement.
Activities relevant to the data transferred under these Sections: Providing the Services to data exporter.
Role (Controller/Processor): Processor

Description of Transfer:
Data subjects whose Personal Data is uploaded by data exporter to, or otherwise received directly or indirectly from data exporter by or through, the Services, or provided by data exporter to SarotecK to input into the Services. The data exporter may transfer Personal Data to SarotecK, the extent of which is determined and controlled by the data exporter in its sole discretion.

The frequency of the transfer:
Continuously, for the length of the Agreement between the Parties.

Nature of the processing:
User Personal Data transferred will be processed to (i) provide the Services to the data exporter and fulfill the data importer’s obligations under the Agreement; and (ii) comply with applicable law.

Purpose(s) of the data transfer and further processing:
User Personal Data transferred will be processed to (i) provide the Services to the data exporter and fulfill the data importer’s obligations under the Agreement; and (ii) comply with applicable law.

The period for which the personal data will be retained:
User Personal Data will be retained for the length of time necessary to provide Services under the Agreement and in accordance with SarotecK's data retention processes and as otherwise required by applicable law.

Competent Supervisory Authority:
The Parties will follow the rules for identifying such authority under Section 13 and, to the extent legally permissible, select the Rhineland-Palatinate DPA (Landesbeauftragte für den Datenschutz und die Informationsfreiheit Rheinland-Pfalz) (www.datenschutz.rlp.de).

TECHNICAL AND ORGANIZATIONAL MEASURES

Description of the technical and organizational measures implemented by the data importer(s) (including any relevant certifications) to ensure an appropriate level of security, taking into account the nature, scope, context, and purpose of the processing and the risks for the rights and freedoms of natural persons.

ACCESS CONTROLS
SarotecK has implemented reasonable system access controls and physical access controls designed to limit access based on authorization and prevent personnel and others who should not have access from obtaining access to SarotecK systems housing User Data.

System Access Controls
SarotecK's system access control measures include the following:

• restricting unauthorized users from accessing information not needed for their roles through role-based user access, and using “least privileged” principles;
• unique user accounts identifiable to individual users, password requirements, and Auth0 authentication;
• provisioning and removal of employee access to User Data when access is no longer required; and
• periodic access reviews to ensure that only SarotecK personnel who still require access to User Data have such access.

Physical Access Controls
SarotecK utilizes cloud hosting infrastructure for the Services. All physical security controls are managed by the cloud hosting provider. Annually, SarotecK reviews the applicable security and compliance reports of its cloud hosting provider to ensure appropriate physical security controls, which include data centers with physical and environmental controls (e.g., key card access controls, security guard monitoring, etc.).

OPERATIONS MANAGEMENT AND NETWORK SECURITY
SarotecK establishes and maintains reasonable operations management and network security measures, including network segmentation, firewalls, and regular review/testing of security updates.

CHANGE MANAGEMENT
SarotecK maintains a formal change and release management policy and procedure for software, system, and configuration changes.

DATA ENCRYPTION AND DELETION
SarotecK encrypts User Data in transit and at rest using industry best practices, and it maintains policies and procedures regarding the deletion of User Data in accordance with applicable laws and retention standards.

SUB-PROCESSORS
SarotecK uses certain sub-processors to assist in providing the Services. Prior to engaging any sub-processor who may access or process User Data, SarotecK conducts an assessment and enters into a written agreement with the sub-processor containing privacy, data protection, and data security obligations.

SYSTEM MONITORING AND VULNERABILITY MANAGEMENT
SarotecK regularly monitors its production environment for unauthorized intrusions and vulnerabilities, performs application and infrastructure vulnerability scans, conducts annual penetration testing, and retains logs for forensic-related analysis.

PERSONNEL CONTROLS
SarotecK uses reasonable efforts to ensure the continued reliability of employees who have access to User Data, e.g., background checks, new-hire security training, annual privacy/security training, and disciplinary measures for security policy violations.

BACKUPS, BUSINESS CONTINUITY, AND DISASTER RECOVERY
SarotecK maintains backup procedures, a business continuity program, and a disaster recovery plan. The plans are tested annually and amended as needed.

AUDIT REVIEW
Upon User’s written request, SarotecK will provide to User for review a copy of SarotecK's most recent annual audit results.